EXHIBIT 10.4

                            STOCK EXCHANGE AGREEMENT


         This STOCK EXCHANGE AGREEMENT (the "AGREEMENT") dated as of the __ day
of April 2002, is by and amongst XSTREAM BEVERAGE GROUP, INC. a Nevada
corporation (hereinafter referred to as "Buyer"), LAWRENCE T. TWOMBLY AND HIS
WIFE JILL TWOMBLY, (hereinafter referred to as the "Shareholder" or the
"Seller") and BUZZY'S BEVERAGES, INC. a, California corporation, (hereinafter
referred to as the "Company").

         WHEREAS, Seller owns all of the issued and outstanding shares of
capital stock of the Company; and

         WHEREAS, the parties deem the acquisition by Buyer of all of the issued
and outstanding capital stock of the Company on the terms set forth in this
Agreement to be desirable, generally to the welfare and advantage of each, and
in the best interests of each;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants herein contained, and for the purpose of prescribing
the terms and conditions of such acquisition, the mode of carrying it into
effect, and such other details and provisions as are necessary or desirable, the
parties hereto hereby represent, warrant, covenant and agree as follows:

                                    ARTICLE I

                                PLAN OF AGREEMENT

         1.01 Number of Shares. Subject to the further conditions of this
Agreement and the truth of the representations and warranties provided herein,
the Shareholder agrees to transfer to Buyer at the Closing a total of one
hundred (100) shares of common stock of the Company (the "Shares"). Said Shares
shall represent all of the issued and outstanding shares of common stock of the
Company owned by the Seller and shall be duly endorsed for transfer. Buyer shall
deliver to Seller $2 million worth of the common stock of the Buyer. The price
per share shall be determined by the average bid price of the Buyer's common
stock for the five trading days prior to Closing but in no event shall the
common stock be valued at less than $4.00 per share which will result in the
Seller receiving no less than 500,000 shares of the Buyer's common stock.

         The shares of common stock to be received by the Seller have not been
registered with the Securities and Exchange Commission or any state agency and
will be restricted securities as that term is defined under the Securities Act
of 1933, as amended.

         1.02 Forgiveness of Indebtedness. The shareholders agree to forgive any
and all debts and obligations which may be due or payable to the Shareholders,
whether or not reflected on the



     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___



<PAGE>


Company's financial statements.

         The Shareholders shall obtain a release of any liability due Cliff
Hagberg, the father of Jill Twombly, and any other family member which is due
and owed money from the Company. Attached and marked exhibit 1.02 are the
required releases.

                                   ARTICLE II

            REPRESENTATIONS AND WARRANTIES OF SELLER AND THE COMPANY

         The Company and the Shareholders represent and warrant to Buyer that:

         2.01 Incorporation, Common Stock, Etc. Company is a corporation duly
organized and existing in good standing under the laws of the state of Florida.
Attached hereto as Exhibit 2.01 is a copy of the Company's Articles of
Incorporation, and all amendments thereto. Company has full corporate power and
authority to carry on its business as it is now being conducted and to own and
operate its assets, businesses and properties. Company has authority to issue
500,000 shares of its $_________ par value capital stock, of which one hundred
(100) shares are issued and outstanding. There are and at the Closing will be no
outstanding subscriptions, options, warrants, convertible securities, calls,
commitments or agreements calling for or requiring issuance or transfer, sale or
other disposition of any shares of capital stock of the Company or calling for
or requiring the issuance of any securities or rights convertible into or
exchangeable (including on a contingent basis) for shares of capital stock. All
of the outstanding shares of the Company are duly authorized, validly issued,
fully paid and non-assessable. There are no dividends due, to be paid or are in
arrears with respect to any of the capital stock of Company. All of the Shares
to be conveyed hereby shall be free and clear of all liens and encumbrances.

                  2.02 Company Financial Statements. Attached hereto as Schedule
2.02 are the most recent financial statements for the Company dated December 31,
2001 and 2000. The Company Balance Sheet and Income Statement present fairly the
financial position of the Company as of the dates set forth in the financial
statements. The Balance Sheet has been prepared in conformity with generally
accepted accounting principles. There has been no material change in the
financial condition of the Company since the date of the financial statements.
All liabilities of the Company are set forth in the financial statements and
there are no undisclosed liabilities of any kind or nature.

                  Following Closing, the Company, at Buyer's expense, shall
engage the services of an independent certified public accountant to audit the
Company's books and records for a period of two years. If the Company is unable
to provide the required certified financial statements as required by the rules
and regulations promulgated by the Securities and Exchange Commission within 75
days of closing or, the certified financial statements reflect a material change
in the financial condition of the Company from that which was represented in the
December 31, 2001 financial statements, then in that event the Buyer may, in its
sole and absolute discretion and in addition to any remedies available at law,
rescind this Agreement.



     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___



                                       2
<PAGE>


         2.03 Litigation. Except as set forth on exhibit 2.03, there are no
actions, suits, proceedings, or investigations pending or, to the best of its
knowledge, threatened or contemplated against Company at law or in equity,
before any federal, state, municipal or other governmental department,
commission, board, agency or instrumentality, domestic or foreign. The Company
is not subject to any outstanding judgments or operating under or subject to or
in default with respect to any order, writ, injunction or decree of any court or
federal, state, municipal or other governmental department, commission, board,
agency or instrumentality, domestic or foreign.

         2.04 Compliance with Laws. The Company has complied in all material
respects with all laws, regulations, orders, domestic and foreign, and neither
the present uses by Company of its properties nor the conduct of its business
violate any such laws, regulations, orders or requirements, and except as set
forth in Schedule 2.04 the Company has not received any notice of any claim or
assertion that it is not so in compliance.

         2.05 Indebtedness. Except as set forth in the Company Balance Sheet,
Company has not executed any instruments, entered into any agreements or
arrangements pursuant to which the Company has borrowed any money, incurred or
guaranteed any indebtedness or established any line of credit which represents a
liability of the Company as of the date thereof.

         2.06 No Material Adverse Change. Since the Company Balance Sheet Date,
there has not been any material adverse change in the condition, financial or
otherwise, of the Company or in its business taken as a whole; nor has there
been any material transaction entered into by the Company. The Company has not
incurred any material obligations, contingent or otherwise except for legal and
accounting fees and expenses in connection with the transactions contemplated by
this Agreement. There has not been any damage, destruction or loss, whether or
not covered by insurance adversely affecting the Company's business, property or
assets; nor has the Company (a) created or incurred any indebtedness; (b)
issued, sold, purchased, redeemed or granted any shares of Company Common Stock
or any other securities of Company or any options, warrants or other rights to
purchase any shares of Company Common Stock except as between and amongst its
current shareholders; (c) amended its Certificate of Incorporation or bylaws,
(d) paid any obligation or liability other than obligations or liabilities
reflected in its Balance Sheet dated as of the Company Balance Sheet Date or
incurred any liabilities except for legal and accounting fees and disbursements
incurred in the ordinary course of business or in connection with this Agreement
and the transactions contemplated hereby.

         2.07 No Defaults. Neither the execution nor delivery of this Agreement
nor the consummation of the contemplated transaction are events which, of
themselves or with the giving of notice or passage of time or both, could
constitute a violation of or conflict with or result in any breach of or default
under the terms, conditions or provisions of any judgment, law or regulation or
of the Company's Certificate of Incorporation or Bylaws, or of any agreement or
instrument to which Company is a party or by which it is bound; or could result
in the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever on the property or assets of Company; and no consent of any third
party except as expressly contemplated herein is required for the consummation
of this


     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       3
<PAGE>


Agreement by Company.

         2.08 Corporate Action of Company. The Board of Directors of the Company
has duly authorized the execution and delivery of this Agreement. Subject to the
approval of the stockholders of the Company as provided herein, this Agreement
constitutes a valid, legal and binding agreement of Company and is enforceable
in accordance with its terms.

         2.09 Liabilities. As of the Company Balance Sheet Date, the Company has
incurred no other liabilities except in the ordinary course of business.

         2.10 Taxes. Except as set forth on Schedule 2.10, all federal, state,
and local tax returns, reports and declarations of estimated tax or estimated
tax deposit forms required to be filed by Company have been duly filed; the
Company has paid all taxes which have become due pursuant to such returns or
pursuant to any assessment received by it, and has paid all installments of
estimated taxes due; and all taxes, levies and other assessments which Company
is required by law to withhold or to collect have been duly withheld and
collected and have been paid over to the proper governmental authorities.
Company has no knowledge of any tax deficiency which has been or might be
asserted against Company which would materially and adversely affect the
business or operations of Company. The Company has provided Buyer with copies of
all tax returns, of any kind or nature, filed by Company, together with all
accounting information.

         2.11 Title to Property; Leases. Company has good and defensible title
in fee simple to, or valid and enforceable leasehold estates in, all properties
and assets, which are material to its continued operations, free and clear of
all liens, encumbrances, charges or restrictions or are not materially
significant or important in relation to its operations and business. All of such
leases and subleases under which Company is the lessor or sublessor, lessee or
sublessee of properties or assets or under which Company holds properties or
assets as lessee or sublessee are in full force and effect. Company is not in
default in respect of any of the terms or provisions of any of such leases or
subleases, and no claim has been asserted by anyone adverse to their respective
rights as lessor, sublessor, lessee or sublessee under any of the leases or
subleases mentioned above, or affecting or questioning their respective rights
to continued possession of the leased or subleased premises or assets under any
such lease or sublease; and Company either owns or leases all such properties as
are necessary to its operations as now conducted. Attached and marked exhibit
2.11 is a list of all existing leasehold obligations.

         2.12 Licenses. The Company has obtained all required licenses, permits
or other governmental authorization for the conduct of its business as now being
conducted.

         2.13 Bank Accounts. Attached hereto as schedule 2.13 is a listing of
all bank accounts and account numbers which are currently held by Company. At
Closing, the Shareholder shall name a designee of the Buyer as the sole
signatory on any of these bank accounts.


     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       4
<PAGE>



         2.14 Contracts and Commitments. Except as set forth in Exhibit 2.14,
there are no contracts nor commitments of Company requiring any future payment
to an officer, director, employee, agent or shareholder of Company. Also
attached and marked as Exhibit 2.14 is a list of all current Company employees
and the salary of each.

         2.15 Representations True and Correct. This Agreement and the Schedules
and Exhibits attached hereto do not contain any untrue statement of a material
fact concerning Company or omits any material fact concerning Company which is
necessary in order to make the statements therein not misleading. All of the
representations and warranties contained herein (including all statements
contained in any certificate or other instrument delivered by or on behalf of
the Shareholders pursuant hereto or in connection with the transactions
contemplated hereby) shall survive the Closing.

         2.16 Retirement Plans. Company has no pension plan, profit sharing or
similar employee benefit plan.

             2.17 Intellectual Property Rights. Attached hereto as Exhibit 2.17
is a list of all trademarks, trade names, copyrights, patents, common law
proprietary claims and formulas which are owned by the Company together with
copies of any official notice from any issuing governing organization.

         2.18 Indemnification. The Company and the Shareholders jointly and
individually shall indemnify and hold Buyer, its officers and directors,
harmless of and in respect of:

         (1) Any damage or loss resulting from any loss, any liability of any
kind or nature which is not set forth in the financial statements, damage,
misrepresentation, breach of warranty or non-fulfillment on the part of Company
under this Agreement or from any misrepresentation or omission from any
certificates or other instruments furnished to Company pursuant to this
Agreement.

         (2) All actions, suits, proceedings, demands assessments, judgments,
costs and expenses incident to any of the foregoing including reasonable
attorney's fees and all costs incurred by Buyer to enforce this agreement
against Company.

                                   ARTICLE III

                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to the Shareholder and Company that:

         3.01 Incorporation, Common Stock, Etc. Buyer is a corporation duly
organized and existing in good standing under the laws of the State of Nevada.
The Buyer has full corporate power and authority to carry on its business as it
is now being conducted and to own and operate its assets, businesses and
properties. The Buyer has authorized capital stock consisting of 50 million
shares of Common Stock, par value $.001 per share, of which 7,325,145 are
outstanding as of March 31, 2002. All of the outstanding shares of the Company
are duly authorized, validly issued, fully paid and non- assessable. There are
no dividends due, to be paid or are in arrears with respect to any of the
capital stock of Company. The Company also has 200,000 shares of preferred stock
issued and outstanding.


     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       5
<PAGE>


         3.02 Buyer Financial Statements. Attached hereto as Schedule 3.02 are
the most recent financial statements for the Buyer dated as of September 30,
2001 as filed with the Securities and Exchange Commission. The Buyer Balance
Sheet and Income Statement present fairly the financial position of Buyer as of
the dates set forth in the financial statements. The Balance Sheet has been
prepared in conformity with generally accepted accounting principles. There has
been no material change in the financial condition of the Buyer since the date
of the financial statements. All liabilities of the Buyer are set forth in the
financial statements and there are no undisclosed liabilities of any kind or
nature except for legal and accounting fees incurred subsequent to the date
thereof.

         3.03 Litigation. Except as set forth in Schedule 3.03 which involves an
action filed by a former principal shareholder of the Buyer, there are no
actions, suits, proceedings, or investigations pending or, to the best of its
knowledge, threatened or contemplated against Buyer at law or in equity, before
any federal, state, municipal or other governmental department, commission,
board, agency or instrumentality, domestic or foreign. The Buyer is not subject
to any outstanding judgments or operating under or subject to or in default with
respect to any order, writ, injunction or decree of any court or federal, state,
municipal or other governmental department, commission, board, agency or
instrumentality, domestic or foreign.

         3.04 Compliance with Laws. Except as set forth in Schedule 3.04, the
Buyer has complied in all material respects with all laws, regulations, orders,
domestic and foreign, and neither the present uses by Buyer of its properties
nor the conduct of its business violate any such laws, regulations, orders or
requirements, and the Buyer has not received any notice of any claim or
assertion that it is not so in compliance.

         3.05 No Defaults. Neither the execution nor delivery of this Agreement
nor the consummation of the contemplated transaction are events which, of
themselves or with the giving of notice or passage of time or both, could
constitute a violation of or conflict with or result in any breach of or default
under the terms, conditions or provisions of any judgment, law or regulation or
of Buyer's Certificate of Incorporation or Bylaws, or of any agreement or
instrument to which Buyer is a party or by which it is bound; or could result in
the creation or imposition of any lien, charge or encumbrance of any nature
whatsoever on the property or assets of Buyer; and no consent of any third party
except as expressly contemplated herein is required for the consummation of this
Agreement by Buyer.

         3.06 Corporate Action of Buyer. The Board of Directors of the Buyer has
duly authorized the execution and delivery of this Agreement. This Agreement
constitutes a valid, legal and binding agreement of Buyer and is enforceable in
accordance with its terms.


     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       6
<PAGE>


         3.07 Taxes. Except as set forth on Schedule 3.07, all federal, state,
and local tax returns, reports and declarations of estimated tax or estimated
tax deposit forms required to be filed by Buyer have been duly filed; Buyer has
paid all taxes which have become due pursuant to such returns or pursuant to any
assessment received by it, and has paid all installments of estimated taxes due;
and all taxes, levies and other assessments which Buyer is required by law to
withhold or to collect have been duly withheld and collected and have been paid
over to the proper governmental authorities. Buyer has no knowledge of any tax
deficiency which has been or might be asserted against Buyer which would
materially and adversely affect the business or operations of Buyer.

         3.08 Title to Property; Leases. Buyer has good and defensible title in
fee simple to, or valid and enforceable leasehold estates in, all properties and
assets, which are material to its continued operations, free and clear of all
liens, encumbrances, charges or restrictions except as set forth in the attached
Schedule 3.08 or are not materially significant or important in relation to its
operations and business. All of such leases and subleases under which Buyer is
the lessor or sublessor, lessee or sublessee of properties or assets or under
which Buyer holds properties or assets as lessee or sublessee are in full force
and effect. Buyer is not in default in respect of any of the terms or provisions
of any of such leases or subleases, and no claim has been asserted by anyone
adverse to their respective rights as lessor, sublessor, lessee or sublessee
under any of the leases or subleases mentioned above, or affecting or
questioning their respective rights to continued possession of the leased or
subleased premises or assets under any such lease or sublease; and Buyer either
owns or leases all such properties as are necessary to its operations as now
conducted.

         3.09 Representations True and Correct. This Agreement and the Schedules
and Exhibits attached hereto do not contain any untrue statement of a material
fact concerning Buyer or omits any material fact concerning Buyer which is
necessary in order to make the statements therein not misleading. All of the
representations and warranties contained herein (including all statements
contained in any certificate or other instrument delivered by or on behalf of
the Buyer) shall survive the closing.

         3.10 Indemnification. Buyer shall indemnify and hold Company, its
officers and directors, harmless of and in respect of:

         (1) Any damage or loss resulting from any loss, liability, damage,
misrepresentation, breach of warranty or non-fulfillment on the part of Buyer
under this agreement or from any misrepresentation or omission from any
certificates or other instrument furnished to Company pursuant to this
agreement.

         (2) All actions, suits, proceedings, demands assessments, judgments,
costs and expenses incident to any of the foregoing including reasonable
attorney's fees and all costs incurred by Company to enforce this agreement
against Buyer.




     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       7
<PAGE>

                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER

         4.01 The Shareholder owns 100% of the issued and outstanding shares of
stock of Company. The Shares are owned free and clear of any liens or
encumbrances and that the Shareholder is free to transfer the Shares without the
consent of any third party.

         4.02 The Shareholders are familiar with the operations of the Seller
and have had an opportunity to ask questions of, and review the Seller's filings
with the Securities and Exchange Commission. The Shareholders are acquiring the
Shares for investment purposes only with no view to redistributing the shares.

                                    ARTICLE V

                 CONDITIONS TO THE OBLIGATIONS OF BUYER TO CLOSE

         The obligations of Buyer under this Agreement are, at the option of
Buyer, subject to the fulfillment of the following conditions at, or prior to,
the closing date:

         5.01 Representations, Warranties and Covenants. All representations and
warranties of Company contained in this Agreement and in any statement,
certificate, schedule or other document delivered by Company pursuant hereto or
in connection herewith shall have been true and accurate in all respects as of
the date when made and as of the Closing Date.

         5.02 Covenants, Etc. Company shall have substantially performed and
complied with each and every covenant, agreement and condition required by this
Agreement to be performed or complied with by them prior to, or at, the Closing
Date.

         5.03 Certificate. Company shall have delivered to Buyer a certificate
of the President and Secretary of Company, dated the Closing Date, certifying to
the fulfillment of the conditions set forth in 5.01 and 5.02.

         5.04 Proceedings. No action or proceedings shall have been instituted
or threatened against the Company which could materially adversely affect the
business of the Company. Except as set forth in this Agreement, no action or
proceedings shall have been instituted or threatened against any of the parties
to this Agreement or their directors or officers before any court or
governmental agency to restrain, prohibit or obtain substantial damages in
respect of this Agreement or the consummation of the transactions contemplated
hereby.

         5.05 Corporate Documents. Prior to Closing the Company shall furnish to
Buyer copies of the Certificate of Incorporation of Company and each amendment
thereto, if any, which shall be certified by a proper state official; one copy
of the By-Laws and minutes of Company by its secretary



     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       8
<PAGE>


or an assistant secretary as being currently in effect, and a certificate of
good standing issued by the proper state officials of each state in which
Company transacts business and is required to qualify.

         At closing, the Company shall present the resignation of Jill Twombly
as a member of the Company's Board of Directors and the appointment of Steve
Haglund and Theodore Farnsworth to the Board of Directors.

         5.06 Documents & Production. This Agreement is expressly conditioned on
the Seller providing all identified schedules and exhibits prior to Closing.

                                   ARTICLE VI

                   CONDITIONS TO THE OBLIGATIONS OF THE SELLER

         The obligations of the Seller is subject to the fulfillment of the
following conditions at or prior to the Closing Date:

         6.01 Representations, Warranties and Covenants. All representations and
warranties of Buyer contained in this Agreement and in any statement,
certificate, schedule or other document delivered pursuant hereto, or in
connection herewith, shall have been true and accurate in all respects as of the
date when made and as of the Closing Date.

         6.02 Covenants, Etc. Buyer shall have substantially performed and
complied with each and every covenant, agreement and condition required by this
Agreement to be performed or complied with by it prior to, or at, the Closing
Date.

         6.03 Proceedings. Except as disclosed as litigation, no action or
proceedings shall have been instituted or threatened against Buyer which could
materially and adversely affect the business of Buyer. No actions or proceedings
shall have been instituted or threatened against any of the parties to this
Agreement, or their directors or officers before any court or governmental
agency to restrain, prohibit or obtain substantial damages in respect to this
Agreement or the consummation of the transactions contemplated hereby.

         6.04 Documents & Production. This Agreement is expressly conditioned on
the Seller providing all identified schedules and exhibits prior to Closing.



     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       9
<PAGE>

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         7.01 Abandonment of Agreement. This Agreement may be terminated and the
transactions hereby contemplated abandoned at any time prior to the Closing
Date, whether before or after the approval and adoption hereof by the
shareholders of each Company by (a) the mutual consent of the Buyer and Seller
or (b) the Seller if any condition to its obligations provided in this Agreement
has not been met at the time such condition is to be met and has not been waived
by it, or (c) by the Board of Directors of Buyer, if any condition to its
obligations provided in this Agreement has not been met at the time such
condition is to be met and has not been waived by it.

           7.02 Liabilities. In the event this Agreement is terminated pursuant
to Section 7.01, no party hereto shall have any liability to the other and each
party shall bear their own costs incurred.

         7.03 Assignments. This Agreement may not be assigned except with the
written consent of the nonassigning party. Notwithstanding the foregoing, the
rights of the Shareholders to receive the Shares shall be freely assignable.

         7.04 Survival of Representations and Warranties. The Company and Buyer
agree all representations and warranties contained herein or made hereunder
shall survive the Closing, except that any breach disclosed in writing to either
party prior to Closing is waived by such party if it elects to close
notwithstanding such breach.

         7.05 Notices. All notices, demands and other communications which may
or are required to be given pursuant to this Agreement shall be given or made
when personally delivered or when deposited in the United States Mail, first
class, postage pre-paid, addressed as follows:

If to Company to:          449 Santa Fe Drive
                           Suite 234
                           Encinitas, CA  92024

or to such other address as Company may, from time to time, designate by Notice
to Buyer

If to Buyer to:
                           805 East Hillsboro Blvd.
                           Suite 205
                           Deerfield Beach, Florida 33441

                           With a copy to:
                           Newman, Pollock & Klein
                           2101 NW Corporate Blvd. Suite 414
                           Boca Raton, Florida 33432


     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       10
<PAGE>




or to such other addresses as Buyer may, from time to time, designate by notice
to Company.

         7.06 Closing. The closing date for the contemplated transaction shall
be on April 30, 2002 unless agreed to the contrary by the parties.

         7.07 Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes and cancels any and all prior agreements
between the parties relating to its subject matter. The representations,
warranties, covenants and conditions of the obligations of the parties hereto
may not be orally amended, modified or altered, but may be amended, modified or
altered in a writing signed by each of the parties, whether before or after the
meeting of shareholders of Company contemplated herein.

         7.08 Captions. The captions of Articles and Sections of Articles hereof
are for convenience only and shall not control or affect the meaning or
construction of any of the provisions of this Agreement.

         7.09 Governing Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Florida and jurisdiction
for any dispute shall be in Palm Beach County Florida.

         7.10 Waivers. Any failure of either party hereto to comply with any of
its obligations or agreements, or to fulfill conditions herein contained may be
waived in writing by the other party. No waiver by any party of any condition or
the breach of any provision, term, covenant, representation or warranty
contained in this Agreement, whether by conduct or otherwise, shall be deemed to
be or construed as a further or continuing waiver of any such condition or of
the breach of any other provision, term, covenant, representation, or warranty
of this Agreement.

         7.11 Counterparts. This Agreement may be executed in several
counterparts and all so executed shall constitute one agreement, binding upon
all of the parties hereto, notwithstanding that not all of the parties are
signatory to the original or the same counterpart.

         7.12 Successors. The terms covenants and conditions of the Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective heirs, legal representatives, successors and assigns.

         7.13 Binding Agreement. This Agreement represents the entire agreement
among the parties hereto with respect to the matters described herein and is
binding upon and shall inure to the benefit of the parties hereto and their
legal representatives. This Agreement may not be assigned and, except as stated
herein, may not be altered or amended except in writing executed by the party to
be charged.


     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       11
<PAGE>


         7.14 Tax Free Exchange. It is the intent of the respective parties that
this Agreement be treated as a tax free exchange under the Section 368 of the
Internal Revenue Code.

         This Agreement entered into the date first entered above.

XSTREAM BEVERAGE GROUP, INC.                    WITNESS:

/S/ THEODORE FARNSWORTH                         /S/ STEVE HAGLUND
-----------------------                         -------------------
BY: THEODORE FARNSWORTH                             STEVE HAGLUND


Buzzy's Beverages, Inc.

/s/Lawrence Twombly
----------------------
BY:Lawrence T. Twombly                          ______________________
Its president

/s/Lawrence Twombly                             /s/Jill Twombly
---------------------                           -----------------
Lawrence Twombly                                   Jill Twombly
Individually                                       Individually



     ----------------------------------------------------------------------

                Please Initial: Xstream : ____ The Employee: ___


                                       12